Funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates entered into agreement to acquire Smart Metering Systems plc for approximately £1.3 billion.
The Acquisition will be put to SMS Shareholders at the Court Meeting and at the SMS General Meeting. The Court Meeting and the SMS General Meeting are required to enable SMS Shareholders to consider and, if thought fit, vote in favour of the Scheme and the resolutions to approve and implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of the SMS Shareholders present, entitled to vote and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the SMS Shares voted. In addition, Special Resolutions approving and implementing the Scheme must be passed by SMS Shareholders representing at least 75 per cent. of votes cast at the SMS General Meeting. In addition, Acquisition will be conditional upon the following Conditions no relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, administrative, environmental, professional or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement. It is expected that the Scheme will become Effective in Q1 2024. As of January 17, 2024, The SMS Directors believe that Bidco's decision to switch to a Takeover Offer (with the consent of SMS) will allow SMS Shareholders to benefit from the Acquisition. The terms and conditions of the Acquisition remain unchanged from those set out in the Scheme Document and the amended conditions are on the unconditional date of the Takeover Offer will result in Bidco or another member of the Bidco Group holding SMS Shares carrying in aggregate more than 50% of SMS. The SMS Directors intend to unanimously recommend that the SMS Shareholders accept, or procure the acceptance of, the Takeover Offer. Accordingly the SMS Board recommends that SMS Shareholders do not attend the Court Meeting and the General Meeting on January 22, 2024.
Shirav Patel, Francesco Puletti, Andrew Foster, George Chalaris and Nagib Ahmad of Morgan Stanley & Co. International plc and Adam Hain and Ashish Mehta of Macquarie Capital Funds (Europe) Ltd. acted as financial advisor to KKR. Mark Preston, Evgeni Jordanov, Matthew Coakes and Sam Jackson of RBC Europe Limited and Henry Reast, James Rudd and Shalin Bhamra of Investec Bank plc acted as financial advisor to Smart Metering Systems. Neil McDonald, Peter Lynch and Adam Rae of Cavendish Securities PLC also acted as financial advisor to Smart Metering Systems. Hogan Lovells International LLP is acting as legal adviser to SMS in connection with the Acquisition. Clare Gaskell, Amy Mahon and Etienne Renaudeau of Simpson Thacher & Bartlett LLP are acting as legal advisors to KKR and Bidco. Burness Paull LLP are providing legal advice to SMS as to Scottish law.